DAYA MATERIALS BERHAD (DMB or the Company)

PROPOSED JOINT VENTURE BETWEEN DAYA PETROLEUM VENTURES SDN. BHD.

(DPV), A SUBSIDIARY OF DMB, CUTECH SOLUTIONS & SERVICES PTE. LTD.
(CUTECH) AND WIRAMAS BAIDURI SDN. BHD. (WIRAMAS) (PROPOSED JOINT
VENTURE)

1. INTRODUCTION

The Board of Directors (Board) of DMB is pleased to announce that Daya Petroleum Ventures
Sdn. Bhd. (DPV), a subsidiary of DMB, had on 15 August 2013 entered into a Shareholders
and Joint Venture Agreement (SJVA) with Cutech Solutions & Services Pte. Ltd. (CUTECH)
and Wiramas Baiduri Sdn. Bhd. (WIRAMAS) to jointly venture into the businesses of
provision of inspection services, non-destructive testing (NDT) and advanced NDT services,
cathodic protection, piping and fabrication projects, underwater and subsea services, technical
training and certification services, technical manpower outsourcing, engineering, procurement
and construction (EPC) projects, electrical and mechanical projects in Malaysia (the
Businesses).

The Businesses shall be undertaken by a single-purpose joint venture company named Daya
Cutech Inspection Services Sdn. Bhd. (DCIS or JV Company).

2. DETAILS OF THE PROPOSED JOINT VENTURE

2.1 Proposed Joint Venture

a) The shareholding of DPV, CUTECH and WIRAMAS (hereinafter referred to collectively as

Parties and individually as Party) in the JV Company and the participation of the Parties
in the JV Company shall, at all times, be in the following proportions (Agreed
Proportions):

Party Legal title

DPV 50%
CUTECH 30%
WIRAMAS 20%
Total 100%

b) DPV shall initially subscribe to 50,000 issued shares at a nominal value of RM1.00 per share.
This is 50% of the total issued shares of 100,000.

c) CUTECH shall initially subscribe to 30,000 issued shares at a nominal value of RM1.00 per
share. This is 30% of the total issued shares of 100,000.

d) WIRAMAS shall initially subscribe to 20,000 issued shares at a nominal value of RM1.00
per share. This is 20% of the total issued shares of 100,000.

e) The Parties agree that the Board of Directors of the JV Company shall determine and outline
the principles on how the interest of the Parties in relation to the assets, liabilities,
obligations, costs, expenses, profits, dividend and losses arising out of the execution and

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 completion of the Works and under the joint venture shall be apportioned, taking into account
the Agreed Proportions stated under Section 2.1 (a) above.

f) No Party shall bind, impose nor create any obligation on the other Party nor on the JV
Company nor incur any joint or joint and several liability nor waive any rights for and on
behalf of the other Party or the JV Company with any other person or party except with the
prior written simple majority approval of the Board of Directors as minuted and documented
by the Company Secretary, except for Reserved Matters, which shall be by unanimous
approval of the Board of Directors. For avoidance of doubt, Reserved Matters shall be the
following:

(i) New loans and borrowing;

(ii) Rights issues, capital reductions and any form of fund raising;

(iii) Amendments of the JV Companys Memorandum and Articles of Association;

(iv) Joint ventures, mergers and acquisitions and asset sales of or by the JV Company;

(v) New businesses which are not directly related to the JV Companys core
business;

(vi) Change of Board of Directors and signatories.

g) Notwithstanding Section 2.1 (a), the Parties may in writing expressly provide for a different
Agreed Proportion, as mutually agreed and that any supplemental agreement to this effect
would take precedence over the Agreed Proportion mentioned in Section 2.1 (b), (c) and (d)
above.

h) The Parties agree that the JV Company shall have its registered address at Level 8,
Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301, Petaling Jaya, Selangor
Darul Ehsan, Malaysia.

i) Within fourteen (14) days of executing SJVA, the Parties shall, so far as they are each able,
take or procure the following steps:-

(i) the Memorandum and Articles of Association of the JV Company is consistent

with the terms of SJVA;

(ii) the appointment of four (4) directors of the JV Company by DPV;

(iii) the appointment of two (2) directors of the JV Company by CUTECH;

(iv) the appointment of one (1) director of the JV Company by WIRAMAS;

(v) the appointment of the Company Secretary; and

(vi) the execution by the JV Company of any contract of employment in the agreed
terms (if any).

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j) The JV Company shall be deemed to be part of the Daya Group of companies and the Parties
shall work closely together with DMB as well as other companies within the Daya Group of
companies. In this regard, the Parties shall promote the business of the JV Company and shall
assist the JV Company in its activities with know-how, contacts and advice. On its part, the
JV Company shall do its utmost to expand its Business inter alia by sourcing for new
customers, both for its benefit and for the benefit of the Daya Group of companies.

k) In order to ensure high professional standards in the services to be provided by the Parties,
the Parties agree to comply at all time with:

(i) All certified quality management standards, policies and requirements set out by
DMB, as notified to the JV Company from time to time;

(ii) All codes of professional conduct and, which DMB may issue from time to time;
and

(iii) DMBs principles, methods and philosophy with regards to good engineering, as
notified to the JV Company from time to time.

l) The Board of Directors (Board) of the JV Company shall consist of the following:

(i) DPV: Four (4) nominees;

(ii) CUTECH: Two (2) nominees; and

(iii) WIRAMAS: One (1) nominee.

m) The number of directors of the JV Company shall not unless agreed by the Board of Directors
exceed seven (7) and the majority of the Directors shall at all times be Bumiputeras. Each
Director will be authorised and empowered to make decisions on behalf of and to bind the
Party which appointed him.

n) The quorum necessary for each Board meeting shall be the presence (either in person or by
proxy) of at least three (3) Directors of the Board with at least one (1) representative from
each Party. Where no quorum is present within half an hour of the time specified for such
meeting, the meeting shall stand adjourned to the same day in the next week at the same time
and place and the quorum for such adjourned meeting shall be three (3) Directors with at least
one (1) representative from each Party and if no such quorum is present within half an hour of
the time specified for such meeting, the meeting shall be dissolved.

o) Any decision of the Board shall be by simple majority, unless it is a Reserved Matter in
accordance with Section 2.1 (f), then it will be unanimous, and if there should be any
deadlock or impasse amongst the members of the Board, the matter shall be referred to the
Chief Executive Officers of the Parties for a decision.

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3. INFORMATION ON DPV, CUTECH, WIRAMAS AND DCIS

3.1 DPV

DPV was incorporated in Malaysia under the Companies Act, 1965 on 6 June 2006 as a
private limited company under the name of Metriwell Sdn. Bhd. and assumed its current
name on 29 August 2012. DPVs present authorised share capital is RM500,000
comprising 500,000 ordinary shares of RM1.00 each of which RM350,000 comprising
350,000 ordinary shares of RM1.00 each have been issued and fully paid up. DPV is
principally involved in the exploration and production portfolio management, drilling
services, geological/geophysical/petroleum engineering services, engineering design
services, procurement/construction/commissioning services, subsea and deep-water
support services, and operations and maintenance services.

The existing shareholders of DPV and their respective shareholdings are as follows:-

Name Nationality/ No of shares held

Place of Direct % Indirect %
Incorporation
DMB Malaysia 178,500 51 - -
WIRAMAS Malaysia 101,500 29
Shahul Hamid bin Mohd Ismail Malaysian 70,000 20 - -
Total 350,000 100 - -

The Board of Directors of DPV and their interest in shares in its holding company, DMB
based on the Register of Directors Shareholdings as at 31 July 2013 are as follows:-

Name Nationality No of shares held

Direct % Indirect %
Dato Mazlin Bin Md Junid Malaysian 131,359,386 10.53 20,000,720(1) 1.60(1)
Tham Jooi Loon Malaysian 69,370,198 5.56 4,709,998(2) 0.38(2)
Shahul Hamid bin Mohd Ismail Malaysian - - - -

(1) Deemed interest by virtue of the shareholdings of his son and daughter pursuant to Section 134
Companies Act 1965
(2) Deemed interest by virtue of the shareholdings of his spouse pursuant to Section 134 Companies
Act 1965

3.2 CUTECH

CUTECH is a private limited company incorporated in Singapore on 19 August 2005

having its business address at #04-32E, IMM Building, 2, Jurong East Street 21, 609601,
Singapore. The principal activities of CUTECH are in the provision of inspection
services, non-destructive testing (NDT) and advanced NDT services, cathodic
protection, piping and fabrication projects, underwater and subsea services, technical
training and certification services, technical manpower outsourcing, engineering,
procurement and construction (EPC) projects, electrical and mechanical projects.

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3.3 WIRAMAS

WIRAMAS was incorporated on 7 February 2013 under the Companies Act, 1965 as a
private limited company with an authorised share capital of RM100,000 divided into
100,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of RM1.00 each
have been issued and fully paid-up. WIRAMAS is principally engaged in the general
trading and investment holding.

The Board of Directors of WIRAMAS and their shareholdings based on the Register of
Directors Shareholdings as at 31 July 2013 are as follows:-

Name Nationality No of shares held

Direct % Indirect %
Kamalukhair Bin Abdullah Malaysian 1 50 - -
Azmi Bin Mohamad Malaysian 1 50 - -
Total 2 100 - -

3.3 DCIS

DCIS or the JV Company was incorporated on 11 July 2013 under the Companies Act,
1965 as a private limited company with an authorised share capital of RM500,000
divided into 500,000 ordinary shares of RM1 each, of which 2 ordinary shares of RM1
each have been issued and fully paid-up. DCIS is having a registered office address at
Level 8, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling
Jaya, Selangor. As at the date of this announcement, DCIS has yet to commence business
operation.

The Board of Directors of DCIS and their shareholdings based on the Register of
Directors Shareholdings as at 31 July 2013 are as follows:-

Name Nationality No of shares held

Direct % Indirect %
Dato Mazlin Bin Md Junid Malaysian 1 50 - -
Shahul Hamid bin Mohd Ismail Malaysian 1 50 - -
Tham Jooi Loon Malaysian - - - -
Total 2 100 - -

Upon the completion of this Proposed Joint Venture, the issued and paid-up capital of
DCIS shall be RM100,000 only divided into 100,000 ordinary shares of RM1 each in the
proportion as follows:-

Name No. of Shares Percentage

DPV 50,000 50%
CUTECH 30,000 30%
WIRAMAS 20,000 20%
Total 100,000 100%

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4. RATIONALE FOR THE PROPOSED JOINT VENTURE

The Proposed Joint Venture is to venture into the businesses of provision of inspection services,
non-destructive testing (NDT) and advanced NDT services, cathodic protection, piping and
fabrication projects, underwater and subsea services, technical training and certification services,
technical manpower outsourcing, engineering, procurement and construction (EPC) projects,
electrical and mechanical projects in Malaysia by leveraging on the expertise and good
performance track record from CUTECH. The Proposed Joint Venture is expected to contribute
positively to the future profitability and cash flow of DMB as well as the stability of its future
income stream.

5. RISK FACTORS

5.1 Business Risk

Like all business entities, risk factors affecting the Proposed Joint Venture include but not
limited to execution risks such as business expansion, prudent financial management,
changes in price materials, changes in political, economic and regulatory conditions. In
addition, there is also no assurance that the anticipated benefits from the Proposed Joint
Venture will be realised, and that the DMB Group will be able to generate sufficient
revenue from the Proposed Joint Venture to offset the associated cost.

Nevertheless, the Board of Directors of DMB has and will continue to exercise due care
in considering the risks and benefits associated with the Proposed Joint Venture and will
take appropriate measures in planning the successful integration of the Proposed Joint
Venture with its current business operations.

5.2 Political, economic and regulatory considerations

Like all business entities, changes in political, economic and regulatory conditions in
Malaysia could materially and adversely affect the financial and business prospects for
the DMB Group. Amongst the political, economic and regulatory uncertainties are the
changes in nullification of existing sales orders and contracts, changes in interest rates
and method of taxation and currency exchange rules and contracts.

The DMB Group may continue to take effective measures to mitigate such risks.
However, there is no assurance that adverse economic, political and regulatory conditions
will not materially affect the business activities of the DMB Group.

6. SOURCE OF FUNDS

DPV will fund the Proposed Joint Venture from its internally generated fund.

7. INVESTMENT

The estimated initial capital contribution by DPV for the Proposed Joint Venture is expected to be
RM50,000 only.

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8. FINANCIAL EFFECTS

The Proposed Joint Venture is not expected to have material impact to the share capital, gearing,
consolidated earnings, net assets and substantial shareholders shareholding of DMB for the
financial year ending 31 December 2013.

9. ESTIMATED TIME FRAME FOR THE PROPOSED JOINT VENTURE

The Proposed Joint Venture shall complete within Fourteen (14) days from the date of the SJVA.
Unless terminated in accordance with the provisions of the SJVA, this Proposed Joint Venture
shall remain valid.

10. HIGHEST PERCENTAGE RATIO APPLICABLE

The percentage ratio in relation to the Proposed Joint Venture is 0.02%.

11. APPROVALS REQUIRED

The Proposed Joint Venture is not subject to the approval of the shareholders of DMB or any
relevant governmental authorities.

12. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

Save as disclosed below, none of the directors, major shareholders or person connected with them
have any interest, direct or indirect, in the Proposed Joint Venture.

Dato Mazlin Bin Md Junid and Tham Jooi Loon, who are the Director of DCIS, are also the
Director of DPV and DMB.

Shahul Hamid Bin Mohd Ismail, who is the Director of DCIS, is also a director of Daya Maxflo
Sdn. Bhd., a subsidiary of DMB, and a director and shareholder of DPV.

13. DIRECTORS' STATEMENT

The Board, after due consideration of all aspects of the proposal, is of the opinion that the
Proposed Joint Venture is in the best interest of DMB group.

14. DEPARTURES FROM THE POLICIES AND GUIDELINES ON ISSUE/OFFER OF

SECURITIES ISSUED BY THE SECURITIES COMMISSION ("SC")

The Proposed Joint Venture has not departed from the SC's Policies and Guidelines on Issue /
Offer of Securities.

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15. DOCUMENTS AVAILABLE FOR INSPECTION

The SJVA will be made available to shareholders for inspection at the registered office of DMB at
Level 8, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya,
Selangor during normal working hours from Mondays to Fridays (except public holidays) for a
period of one (1) month from the date of this announcement.

This announcement is dated 15 August 2013.